<h4>What are SPACs?</h4>
SPACs (also known as «blank check companies») are companies with no operating activities whose sole purpose is to raise money in an initial public offering (IPO) in order to acquire one or more target companies within a certain period of time (so-called de-SPAC). For the shareholders of a target company, a de-SPAC is an exit option with greater transaction security and price certainty than an IPO.
SPACs are typically launched by one or several investors (including private equity firms), who act as so-called sponsors and who are responsible for the search of a suitable target company after the SPAC&#8217;s IPO. The sponsors assume the risk of failure of the SPAC; in return, they are able to acquire a stake in the SPAC (combined with the target company) on preferential terms. The SPAC investors are able to vote on a de-SPAC and have a redemption right regarding their SPAC securities.
<h4>What requirements do Swiss SPACs have to comply with?</h4>
SIX has established a regulatory standard for SPACs that is tailored to the particularities of SPACs. Under this standard, shares and convertible bonds of Swiss SPACs can be listed.
Requirements for a SPAC: In order to be listed under the new regulatory standard, a SPAC must meet the following requirements:
<ul>
<li>the SPAC is a Swiss stock corporation (Aktiengesellschaft) whose exclusive purpose is the direct or indirect acquisition of a target company and which is dissolved after a maximum of three years from the first trading day if no de-SPAC has been completed by then;</li>
<li>the IPO proceeds have to be deposited in an earmarked escrow account;</li>
<li>the SPAC investors are able to vote on a de-SPAC;</li>
<li>at least those SPAC investors who vote against the de-SPAC have a redemption right in respect of their shares or convertible bonds;</li>
<li>the founders, sponsors, directors and members of the executive committee of the SPAC undertake not to sell their securities for a period ending at least six months after the completion of the de-SPAC (lock-up); and</li>
<li>in case of a liquidation of the SPAC, the SPAC investors have a liquidation preference over the sponsors.</li>
</ul>
Disclosure requirements regarding the SPAC IPO: Beyond the usual content of an IPO prospectus, SPACs have to disclose additional information at the time of the IPO, including information on the dilution in a de-SPAC, a description of potential conflicts of interest of the founding shareholders, sponsors, directors and officers and the banks involved, as well as information on the de-SPAC, including information on the target market in which potential target companies will be searched for.
Disclosure requirements regarding the de-SPAC: In view of the vote on a de-SPAC, SPACs must publish information on the intended de-SPAC and the target company, either in the prospectus (if one has to be prepared, e.g., for purposes of a capital increase) or in a separate information document. This information must also include an independent fairness opinion on the valuation of the target company. Furthermore, SPACs must publish quarterly financial statements in the two fiscal years following the de-SPAC if the target company does not have financial statements covering three fiscal years in accordance with a recognized accounting standard.
<h4>Are there any particularities in the listing of convertible bonds by SPACs?</h4>
As a special feature compared to other jurisdictions, Swiss SPACs can list not only shares but also convertible bonds. This makes it easier to implement the investors&#8217; right of redemption; in addition, there may be tax benefits of such a structure. The rules on SPACs also apply—with certain technical modifications—to convertible bonds issued by a SPAC.
<h4>Are other legal principles also relevant for SPACs?</h4>
As Swiss corporations, SPACs benefit from the flexibility of Swiss corporation law, which will be modernized in 2023. The corporate governance and majority requirements in the SPAC (e.g., for the de-SPAC) can generally be freely chosen, and investors benefit from the high standards of Swiss capital markets law. In addition, Swiss capital market practice is familiar with PIPE transactions, which are often carried out in order to validate the valuation of the target company in a de-SPAC.
Swiss SPACs are neither subject to the Collective Investment Schemes Act (CISA) nor to Swiss anti-money laundering legislation.
<h4>New rules make Swiss stock exchange more attractive</h4>
SPACs are an additional investment, financing and exit opportunity. Following the rule change as of December 6, 2021, Swiss investors and companies will be better able to benefit from the advantages of SPACs. This strengthens the attractiveness of Switzerland as a financial center.

RZ_Preview_SPACs_JR_01

SPACs in Switzerland: A new investment and exit opportunity

On November 17, 2021, SIX published the legal basis for a new regulatory standard for SPACs.
The revised Listing Rules and a new Directive on SPACs define SPACs as companies whose sole purpose is to directly or indirectly acquire an operating company within a maximum of three years after the first day of trading (so-called De-SPAC). The new rules incorporate other typical features of SPACs, such as the deposit of IPO proceeds in an earmarked escrow account, investor consent to a De-SPAC, investors&#8217; redemption right (especially if they do not consent to the De-SPAC), and investors&#8217; liquidation preference.
In preparing the IPO prospectus, SPACs must comply with additional disclosure requirements. Later, in case of a De-SPAC, SPACs have to publish an information document that provides information about the target and the De-SPAC transaction. This document must also include an independent fairness opinion on the valuation of the target company. Furthermore, SPACs are required to publish quarterly financial statements in the two fiscal years following the De-SPAC if the target company does not have financial statements covering three fiscal years in accordance with a recognized accounting standard. Finally, any management transactions must be disclosed.
When the new rules take effect on December 6, 2021, there is nothing to prevent the launch of a SPAC in Switzerland.

SIX Enables SPAC Listings as of December 6, 2021

On November 3, 2021, the Swiss Financial Market Supervisory Authority FINMA (FINMA) published a press release and new guidance (Guidance 05/2021) on the topics of greening the financial system and preventing and combating greenwashing. The communications come in the context of the UN Climate Change Conference in Glasgow and the recent contribution of the Network for Greening the Financial System (NGFS) of which FINMA is a member.
Against the background of the <a href="https://comm.homburger.ch/e/du1rhtx9zh1q/5d1bc79b-5b52-4a15-8fca-8c731470db5d" target="_blank" rel="noopener">NGFS Glasgow Declaration of November 3, 2021</a>, FINMA&#8217;s press release highlights the following:
<ul>
<li>FINMA is strongly committed to continuing to implement the NGFS&#8217; key recommendations and to include the integration of climate-related financial risks in its supervisory activities in a strategic, proportional and risk-based manner. FINMA, for example, states that it:
<ul>
<li>develops concepts to adequately supervise climate risk management by banks and insurers, and it expects these concepts to be implemented starting 2022;</li>
<li>engages in a dialogue on the proper management of climate-related financial risks and on developing «heat maps» to identify climate-related risks;</li>
<li>explores quantitative methods to measure climate-related financial risks together with the Swiss National Bank;</li>
<li>implemented specified disclosure requirements for climate-related financial risks in line with the recommendations of the Task Force on Climate-related Financial Disclosures; and</li>
<li>actively supports the Swiss Federal Offices in the implementation of NGFS&#8217; recommendations.</li>
</ul>
</li>
<li>FINMA is also addressing the risks of clients being deceived by exaggerated or misleading ESG claims, including in connection with investment products.</li>
</ul>
On the last point, FINMA simultaneously issued Guidance 05/2021 «Preventing and Combating Greenwashing». Therein, FINMA notes the growing demand for ESG products and the resulting growing number of financial products being labelled – or claiming to be – sustainable, green, social, etc. FINMA warns that there may be a risk that investors are misled about the true characteristics of the relevant financial products and services. In addition to the need to protect individual investors, FINMA also emphasizes the need to protect the reputation of the Swiss financial centre as a whole.
Guidance 05/2021 mainly focuses on three aspects: (1) descriptions/labels of Swiss collective investment schemes as being sustainable/green/ESG and whether these characteristics are actually ensured and appropriately disclosed; (2) additional organizational requirements for institutions that manage sustainability-related collective investment schemes, including adequate processes, expertise, strategies and tools; and (3) conduct at the point of sale for ESG-related financial products.

FINMA on Green Financial Centre and Greenwashing

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Credit Suisse

Homburger News

20230320_Credit Suisse-merge_001

On March 19, 2023, Credit Suisse announced that Credit Suisse and UBS have entered into a merger agreement following the intervention of the Swiss Federal Department of Finance, the Swiss National Bank and the Swiss Financial Market Supervisory Authority FINMA. UBS will be the surviving entity upon closing of the merger transaction. Homburger advised Credit Suisse on boardroom matters, contingency planning, transactional options, bank regulatory and corporate law aspects in connection with the various measures to support its liquidity situation and the merger of Credit Suisse with UBS.
The Homburger team was led by Daniel Daeniker (Corporate / M&amp;A), Benjamin Leisinger (Capital Markets and Financial Market Regulation) and Claude Lambert (Corporate / M&amp;A), and included Dieter Gericke (Corporate / M&amp;A), Flavio Romerio (Crisis Management), Hansjürg Appenzeller (Corporate / M&amp;A), Richard Stäuber (Competition), as well as associates Alexander Wherlock, Vanessa Isler, Daniel Hulmann, Manuel Baschung and Sofiya Shavlak (all Financial Market Regulation) and Magda Aref (Corporate / M&amp;A).

Homburger advised Credit Suisse on various aspects in connection with the merger of Credit Suisse with UBS

On February 21, 2023, Credit Suisse AG, acting through its London branch, successfully completed its issuance of EUR 750 m aggregate principal amount of 5.550 per cent. senior notes due 2026. Credit Suisse AG issued the Notes through its London branch in two separate tranches: the first tranche of EUR 500 m was issued on February 20, 2023, and the second tranche of EUR 250 m was issued on February 21, 2023. The Notes were issued under Credit Suisse AG&#8217;s Euro Medium Term Note Programme.
The Notes have been admitted to trading on the Luxembourg Stock Exchange and listed on the Official List of the Luxembourg Stock Exchange.
Homburger advised Credit Suisse with respect to all aspects of Swiss law. The Homburger team was led by Benjamin Leisinger and Lee Saladino and included Sofiya Shavlak (all Capital Markets), as well as Dieter Grünblatt (Tax).

Homburger advised Credit Suisse AG on its issuance of EUR 750 m senior notes

Raiffeisen

Homburger advised Raiffeisen Schweiz Genossenschaft on all legal, regulatory and tax aspects of the spin-off of its 6 branches into independent Raiffeisen banks.
The Homburger team was led by René Bösch (Financial Market Regulation) and included Benjamin Leisinger (Financial Market Regulation), Dieter Grünblatt (Tax), Andrea Widmer Grimm (Corporate), Peter Müller (Tax), Laura Müller and Manuel Baschung (both Financial Market Regulation) and Irene Strocka-Metzler.

Benjamin
Leisinger

Homburger advised Credit Suisse on various aspects in connection with the merger of Credit Suisse with UBS

Homburger advised Credit Suisse AG on its issuance of EUR 750 m senior notes

Homburger advised Raiffeisen on the incorporation of 6 branches as new banks

SPACs in Switzerland: A new investment and exit opportunity

SIX Enables SPAC Listings as of December 6, 2021

FINMA on Green Financial Centre and Greenwashing

Decentralised Finance

ESG and Impact Investing 2023: Switzerland

SIX publishes revised notice regarding the fulfilment of the disclosure obligations in capital increase transactions and simplified disclosure of lock-up groups

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Benjamin Leisinger

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BenjaminLeisinger

Homburger advised Credit Suisse on various aspects in connection with the merger of Credit Suisse with UBS

Homburger advised Credit Suisse AG on its issuance of EUR 750 m senior notes

Homburger advised Raiffeisen on the incorporation of 6 branches as new banks

SPACs in Switzerland: A new investment and exit opportunity

SIX Enables SPAC Listings as of December 6, 2021

FINMA on Green Financial Centre and Greenwashing

Decentralised Finance

ESG and Impact Investing 2023: Switzerland

SIX publishes revised notice regarding the fulfilment of the disclosure obligations in capital increase transactions and simplified disclosure of lock-up groups

Join the Team

Benjamin Leisinger

Career

Languages

Bar Registration

Teams

Benjamin
Leisinger